bare toes touch under the covers
by winteredspark
Summary: /She's so scared it literally hurts, but she nods, because she wants him so bad. She wants to be with him more than she's ever wanted anything./ Or, Olivia and Wen have their first time, and Stella eats cute couples for breakfast.


**bare toes touch under the covers**

**Ever since I watched Lemonade Mouth, I supported Wen/Olivia, with a side of Wen/Stella, but most of all, I wanted to write the story of the first time O&W make love. So here it is. I apologize if it's drawn out and graphic, but a good story can't be rushed. **

**)(**

She cares about Wen.

That much is very clear.

Ever since the first day they met, in that dingy basement room used at detention, she saw something different. One thing Olivia knew about herself was that she was often more cautious than the typical teen girl - Stella loved to tease that Olivia spent her free time in a corner, rocking back and forth, and cursing the male species. It wasn't that she didn't like boys, with their sweet scents and rowdiness - after all, she'd gotten used to Charlie. It was more than she was convinced she'd only end up getting hurt in the end if she trusted them.

But she digresses.

The fact of the matter is that ever since she first met Wen, she noticed something different about him. Not even different...special is more like it. There's something in the way he looks at her that doesn't make her feel like a slab of meat or a prize to be won; the way he looks at her is admiring, as though she's actually beautiful.

And it's not that she doesn't think she's pretty - because her Gram always says she has gorgeous mermaid hair, and soft eyes. But beautiful -

"Olivia, it's just an airplane," Stella calls out to her. "You haven't developed a phobia of flying, have you?"

Olivia starts, and looks around to see the rest of Lemonade Mouth giving her weird looks from about ten feet away; she's lagging again. _Great_, another phobia to add to the supposed list she has.

"I'm not scared of flying," she answers. "Psssh, please."

"Come on then," Stella prods.

"It'll be alright," Charlie murmers softly from her right, taking hold of Olivia's hand and dragging her towards the platform to board the plane. Olivia can't help but smile as Mo takes Charlie's hand a moment later, linking their fingers together. Smiles dawn on both of their faces, and it's too cute.

"When did that change?" Wen asks, motioning at Charlie and Mo. _He must have seen the expression on my face_, Olivia reflects. It's weird how accurately he read her facial expressions sometimes.

Mo gives a secret smile, "He told me how he felt after my break-up with Scott, and it took me awhile to realize that after everyone else was gone, he stuck around." She gives Charlie's hand a squeeze and they smile sweetly at each other.

"You know, after she made me break three of my fingers," Charlie states wryly.

Mo's eyes get wide, "Totally not my fault!"

"You turned me down, I got pissed, and smashed my fingers trying to get a new pair of drumsticks," Charlie reminds her, brushing his brown hair out of his face. He really would look a lot more handsome if he cut his mane of hair off, Olivia thinks, turning pink.

"You guys are too cute," Stella chimes in, waving the rest of Lemonade Mouth towards their seats. "Makes me wanna barf." She turns and starts walking backwards so that she can show off her _I Eat Cute Couples For Breakfast_ t-shirt.

"Guys," Wen cuts in, "We should probably find our seats now. People are starting to get irritated." He gestures towards several older women giving the band annoyed looks.

_He really is amazing when he takes charge_, Olivia thinks. While she admires his 'love, not fight' slogan, she often finds herself wondering what things would be like if he took a stand for a change. Defend girls - _her_ - when they were being taunted, make decisions for the band instead of standing off to the side neutrally.

"Um, Liv," Wen mutters, sticking a hand out. Olivia runs into it and blushes all the way up the root of her hair as she feels his fingers against her stomach.

Stella is eyeing them keenly, which usually means she has something up her sleeve, which _really_ isn't good.

"Hmm?" Olivia tries to sound casual as she faces Wen, but inside she's anything but.

_Why do I have to be such an idiot_, she wonders. It's no wonder she's considered the timid one in the band, what with her being all spacey lately.

"Our seats are right here," Wen says with a soft smile that makes her heart jump.

"Um, actually," Stella begins, holding the tickets about two inches from her eyes as she reads them, "two seats are in another class. I think they made a mistake." It's a wonder she's able to play the guitar without going blind; her vision's been screwed up since she was young, she said, but has been exasterbated by the amount of squinting she's had to do lately.

Being Stella, however, she refuses to get glasses or contacts. Claims that it's the government's way of sucking funds from the population.

"I'll take the ticket in the next class," Olivia volunteers. She has no qualms about better quality.

One second, then two -

"I'll sit with Olivia." Wen's hand is sticking straight in the air and he looks like he's bidding for a piece of the crown jewels.

Stella rolls her eyes, "Big shock." She's smirking, though, so it lessens the sting of the comment.

Olivia feels herself blushing darker as she snatches the two tickets from Stella's hands and tries to make out the numbers. Taking a couple of tentative steps forwards she eyes the number on the edge of the seats to her right. _238. We're in 119 and 120._

"Here, lemme see," Wen says, taking one of the tickets from her hand.

"I'm not helpless," Olivia says, but it's weak, and she's too busy trying to hide the blush on her cheeks to keep him from taking the ticket. All she can do is follow him towards first class, mumbling under her breath about how she's acting so stupid.

**)(**

"You've been really quiet," Wen comments about an hour later.

Olivia shifts her eyes away from the window reluctantly, "Have I?"

In all truth, she's purposely been staring out the window for the past while. It is beautiful - this is only her second time on a plane and she can still appreciate the designs in the clouds and how everything looks miniature from up here - and yet at the same time she knows she's just stalling.

"Mhm." His hand stretches across the rest in the middle and lands gently on her own, fingers sliding between. "You were singing Determinate under your breath, too. Quite beautiful."

Olivia can feel her cheeks turning pink again, and something roars to awakening in the pit of her stomach.

"I guess I was thinking about freedom," she admits at last, sneaking a quick peek down at their joined hands, "and it reminded me of that song. I wasn't even aware I was singing it."

"Well, you didn't sing the rap," Wen points out.

Olivia shakes her head and smiles, "I don't think I could handle talking that fast. I'll leave it up to you."

She pats his shoulder with her free hand and is rewarded by sparks dancing up her arm. Wen laughs at her comment.

"So, can you actually believe we're on a plane headed for LA?" Wen asks a second later.

She smiles without thinking about it, because it almost seems unreal that they're where they are right now.

"No," Olivia admits. "I can still remember us singing in detention and now we're headed for the Staples Center. I think I might pass out on stage from nerves though, with all those people watching."

He's the first person she's openly admitted her fright to since some of their earliest performances. She's always suffered from stage fright - honestly, she hates to be in the spotlight because she can't possibly be that good - and the more popular Lemonade Mouth has become, the more people they've had to perform for. She can't even imagine how many people will be at the Staples Center, but the very thought makes her sick to her stomach.

"Lemonade?"

He's holding a mini bottle of the lemonade from the school and Olivia's never been happier to see one before.

"How did you manage to smuggle this on?" she asks as she gulps down a few hardy sips.

Wen shrugs, but he's looking awfully pleased with himself, "They're not particularly strict. I guess they assume first classers have nothing to hide."

"Thank you," she mumbles, snuggling into his chest for a brief minute.

And that's when she hears the loud thumps of her heart, it's rate accelerating due to her proximity with Wen. Her cheeks are flushing fast, and she attempts to hide it by burrowing closer to the black of his shirt.

"Welcome." His head collapses on top of hers, and it's so comfortable she doesn't want to move.

But the bolts of electricity shooting through her abdomen are becoming rather urgent, so Olivia pulls away with a tense smile. It's becoming harder to hide how acutely Wen affects her, and truthfully, the thought scares her. He's only supposed to be her bandmate, someone she can go to when times get hard, someone she can share laughs with.

She still remembers an incident about a month ago, when her Gram's cat finally died. It was her mom's cat really; her mom had loved that cat and had spoiled it rotten when she was alive, and to lose the cat was just about the hardest thing Olivia had gone through since the death of her mother.

Wen had found her on her bed, crying her eyes out, too ashamed to lift her face off the pillow. Olivia remembers how his hand ran over the bare skin of her waist before landing on her shoulder, and she shivers as she remembers his silky touch, remembers the way he'd cupped her face in his hand and told her how beautiful she looked.

Then he'd kissed her.

It was their first kiss, and she still remembers just how gentle he was, how his lips claimed hers and yet seemed so soft and yielding at the same time. They'd never really talked about it, though, as she'd smiled, said thanks, and he'd left that afternoon.

It sends fire roaring down her lower stomach as she thinks about his lips now, and her nails dig into the arm-rest.

**)(**

They reach their hotel without too much trouble - other than the horrible traffic that had Stella swearing like a sailor. Stella quickly decides, because apparantly she's the leader of their group now, that the boys will share one room and the girls the other. It seems to make sense, but as soon as Olivia sees the mile high stack of bags Mo has brought with her, she has second thoughts.

"Where am I going to sleep?" she questions the two girls.

Mo shrugs, "We'll make it work. Just stack the bags by the door and you'll still have the third bed all to yourself." She traipses across the room, leaning across the double sink so that she can examine her reflection in the mirror.

"Your bags will take up the third bed _and_ the rest of the floor," Stella adds, shrugging as she sees Mo's expression. "What, you know it's true."

"We can just put some of your bags outside," Olivia suggests quietly.

Mo turns on her, fuming, "Are you crazy? Hobos will steal them!"

Stella rolls her eyes, "Mo, shut up. You're gonna get yourself locked up if you keep acting like this."

Mo's only answer is a _hummph_.

**)(**

Olivia turns over in bed, her breath racing, her mind still buzzing at this hour. She turns to look at the clock and groans. _2:39, way too early_. But she can't sleep, not with Mo's bags stacked halfway up the wall on both sides of the room. They had to shove the beds to the middle, just to make room for all of Mo's stuff, and now the edge of Olivia's bed is brushing up against the bunk-bed Stella and Mo agreed on sharing. The fan is lazily humming, and it's horribly annoying, but it's far too hot to even think about turning it off.

"Are you guys awake?" Olivia whispers, but there's no answer.

With a ragged sigh, she grabs her pillow and swings first one leg and then the other out of bed. It's freezing out here without the protection of blankets, and Olivia grabs a light blue and white blanket as she heads towards the door. The handle turns easily, and then she's out in the dimly lit hall, looking like a mess with her forsaken blonde hair and traces of mascara smeared under her sagging eyes.

"Guess I'll try to sleep out here," she mumbles to herself with a yawn, setting the pillow down carefully and wrapping the blanket about herself as she lies down. The floor's hard, and it's not exactly comfortable, but Olivia doesn't think she can take another moment of Stella's snoring.

"Olivia?"

She turns to see the blurry outline of Wen's ginger hair and questioning eyes. He sits down beside her on the ground and runs a hand over her hair, smoothing it out. She shivers at his touch, trying to repress the urge to leap up and kiss him. _I'm too tired for stuff like that_, she tries to convince herself.

"Why are you sleeping out here, all alone? Is everything alright?"

Oh Wen. Concerned, caring Wen.

"Mhm," Olivia says with a tiny nod. "Just couldn't sleep in there with Stella's snoring and Mo's monster bags, so I came out here." She knows everything she's saying must sound like total mush right now, but she's too tired to care.

"You could have come to our room, you know," he says. "C'mon, let's go." He holds out a hand, but she doesn't take it.

"I'm okay," she tells him softly, her fingers tightening around his.

Wen sighs, pauses, "Do you want me to stay out here with you?"

"Yes." She says it so softly even she can barely hear it.

Wen sinks down beside her, "You're gonna have to share that pillow then." He tugs on the edge of the pillow, and it's then that Olivia realizes just what a situation she's in. Their faces are only inches apart, he's staring at her like she's some kind of goddess, and he's clothed only in boxer shorts, not leaving much to the imagination.

It makes the coil in her stomach tighten all the more.

"Do you remember the day you saw my mom's cat in my backyard," she asks quietly, "and I told you about my mom?"

Wen nods, "You cried."

Olivia allows a tiny smile, "I know, but I tried to hide it. It just - it makes me really sad to think about her. I still remember a few moments from when I was very little, how she would hold me, talk to me in her baby voice. She laughed a lot, smiled too, and I can't ever remember her crying." Tears begin to build up in her eyes. "And it makes me think that I should be stronger, now that she's gone. That I should smile for her sake, because crying is a weakness."

Wen's fingers trace the path a tear makes from the corner of her eye down to her jawline, "Don't ever say that. It's alright to cry when you think about your mom. I don't think you'll ever get over it; it'll make you stronger, but you'll never forget her, so you shouldn't stop yourself from crying."

Olivia leans into his hand as more tears fall, "That's what I was thinking about on the plane ride."

Wen kisses her forehead ever so gently, and she wraps her arms around his waist, burrowing into his warmth.

"I'll always be here for you, Olivia," he whispers into her ear.

She shivers, remembering the first time that she met him in detention once more, how there was something special about him that made her heart skip a beat. It reminds her of her mom's funeral that she can't remember, of losing her dad and wondering when she'll ever get to talk to him again, of seeing her mom's cat lying there in the bushes, too still to be alive.

Those memories, the ones that haunt her sometimes, also serve to remind her how fragile life is. How fragile Wen's life is. Something could happen, and he could die, and she doesn't know what she would do if she lost him.

Because, Olivia realizes as he leans a little closer to her, their noses skimming, she's always cared about Wen. She's just been too afraid to admit it. But now, with the thought that she could lose him firm in her mind, she wants nothing more than to be close to him right now.

"We never did talk about that kiss," Olivia whispers.

They're so close, their lips just barely apart, and it's torture.

"I didn't think it meant anything to you," Wen admits, kissing her left cheek. The touch of his lips burns.

Olivia shudders, the heat pounding through her body, "It meant everything."

With that, his lips brush her's once more, gentle, probing. She scoots closer to him, kissing back the best that she knows. She's clumsy at it, very inexperienced, but it doesn't seem to matter as Wen deepens the kiss. His hands are roaming up and down her back, nothing inappropriate, but Olivia can feel the burning in the pit of her stomach once more, insistent.

She wishes he would take off her shirt.

God, that's _frightening_, Olivia thinks as they continue to kiss. Her fingers crawl down his back, nearly clawing into him as she loses herself in his kisses. She barely knows anything about kissing, let alone that. She doesn't think, she's so inexperienced, and -

"Wen," she breathes against his lips. "God, Wen."

He pulls away a little to survey her expression, panting, "Everything okay? Do you want me to stop?"

Olivia shakes her head, kissing him once, twice, "I want more, but I - I'm _scared_."

His eyebrows lift, and as if to test her words, his fingers clamp around her shirt and begin to pull it up a little. She shivers, her first instinct to pull it back down, because she's never done _anything_ like this before, and she's a _good_ girl. But the burning in her lower stomach won't be silenced; it wants more, _more_, faster, immediate gratification.

"Do you trust me to take care of you?" Wen asks, his eyes intense, locked on hers.

The deciding moment, then she nods, ever so slightly, because she wants all of him now. Her heart is pounding in her chest and it aches like never before. The ache builds up with the burning as Wen kisses her - harder this time - and his fingers begin to pull up her shirt. Fear wells up but she's not going to stop him. Olivia raises her arms up as he tugs her shirt up and off to the side, and then her hands fly down to cover herself.

"I'm scared, Wen," she says when he raises an eyebrow in concern.

Wen smiles, and she can't help but smile back; it's instinct.

"Do you trust me?" he asks, and his hands are moving towards her, pulling her hands away from her chest. Olivia lets him do it and can't resist a gasp as his hands return to grip her breasts. He rolls them around, his thumbs inching towards her aching nipples. Her eyes slide closed; she can't watch him touch her, she just can't. It feels like she is breaking every rule in the book right now, but even more so, _she doesn't know what to do_.

"Liv," Wen says, touching her face gently, "hey. Open your eyes."

Olivia shakes her head.

"Are you embarassed?"

A moment, and she peeks at him through squinted eyes.

"I'm a virgin, Wen. I just - I don't know - I -"

He kisses her, softly.

"I love you, Olivia. It doesn't matter how experienced you are, just that you're here with me right now."

Her eyelids flutter open, and she resists the urge to cover up her chest as she looks at Wen. He's gazing at her as though she's beautiful, dazzling, and she doesn't understand how he can do that, how he can love her so inexplicably.

"You love me?" Her voice sounds meek, quiet, and it's something she's always hated about herself: how unconfident she is, how she likes to hang out in the shadows, and how she can't seem to stick up for herself.

Wen nods, and she feels his fingers touching her bare waist, moving towards her shorts. The burning is so intense she feels like writhing, and while her mind is telling her to run back inside before things go any further, she knows what she wants. With a sharp sigh, Olivia allows Wen to pull down her shorts, leaving her just in her plain white underwear.

"I never thought this would actually happen," Olivia whispers into his bare shoulder as she runs a hand over his abs.

Wen nuzzles her cheek affectionately, "You never thought someone would want you?"

"No." Her fingers slip towards his boxers, but she doesn't think she can do it. "Wen, can you -"

"Of course." He slides his boxers down his legs, then heaves them against the wall. "Can I?"

A pause. She's trembling from head to toe and she's so scared it literally hurts, but she nods, because she wants him so bad. She wants to be with him more than she's ever wanted anything, except maybe her mother back.

Wen's fingers slip inside her panties, and he drags them off, and Olivia is too frightened to peek under the blanket, because the truth that they're both naked is shocking.

"Do you trust me?" Wen asks again, his left hand stroking her face while his left cups her bare waist. He hasn't looked under the blanket, and for that she's grateful; it still leaves her with the option to run away if she really wants, because Olivia knows that he'd never force her to do anything she didn't want to.

For a second her galloping heart nearly talks her out of it, because she doesn't want it to _hurt_, doesn't know if things will _change _or not. But then she sees his eyes and knows that right now, it doesn't matter. Wen is here with her, he loves her, and she wants to give him this gift of herself.

She can only hope he doesn't abuse the right.

"Absolutely," Olivia whimpers, catching his lips with her own and closing her eyes.

**)(**

Her eyes are staring at the clock.

It's 5:02 in the morning and they're lying together on his bed. Olivia can hear Wen's soft snores as he sleeps peacefully, his hands shifting around her bare waist. She sneaks a glance up at him, watching the smile drift onto his face, then fade back off.

_He looks so beautiful._

She shifts, and winces as her whole body aches. It's not really that bad, and Olivia knows that her mind just likes to play tricks, so she'd be better off zipping her lips shut. It won't be much of a problem; she doesn't think she can find the words to express what happened.

_It hurts, blood trickling onto the blanket. Their bodies press together as Wen rolls on top of her and presses a kiss into the hollow of her neck, "You're so amazing, Liv."_

Olivia looks down at their fingers, how they lace so perfectly together. She doesn't think she could let go even if she wanted to, not after how much she let him in. There's something about him that's always been special, but now she trusts him inexplicably.

_"Am I hurting you, Liv?" Wen asks as he thrusts softly into her. She bites into his neck, trying to get used to the foreign feeling of him moving inside of her. It's not totally unpleasant, just strang__e, new; it's really the emotional connection that matters after all, in the way his eyes are studying her like she's the most beautiful thing he's ever seen._

_"No," Olivia whispers, her breath hitching. _

_He makes her feel like she's glowing, breathtaking. He makes her feel worth it for once. _

Olivia tries to remember what was so scary about the Staples Center in the first place, but now all her thoughts are capable of doing are humming. All she knows is that she's right where she needs to be.

"I love you, Wen."

**)(**

Around the corner, Mo is grinning to herself while eyeing the sleeping couple. Stella is bracing herself by the elbows against the wall, a t-shirt in a heap on the floor in between her legs and the wall.

"Aren't they cute?" Mo whispers, turning to look at Stella. Her eyes quickly widen.

Stella takes a deep breath, then straightens herself and picks the shirt up off the ground, waving it in the air. The words _I Eat Cute Couples for Breakfast _flash in front of Mo's eyes.

"I think this shirt can last one more day," Stella comments wryly, brushing back her blonde streak of hair. "Let's see how many times I can make Olivia blush before the show."

She laughs wickedly.


End file.
